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EXHIBIT
10.1
FIRST
AMENDMENT
TO
EXECUTIVE EMPLOYMENT
AGREEMENT
WITH STOCK PURCHASE AND
STOCK OPTION PROVISIONS
THIS FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT WITH STOCK PURCHASE AND STOCK OPTION
PROVISIONS (this “ Amendment ”), dated as of
May 12, 2008, is entered into by and between Braintech, Inc.,
a Nevada corporation (the “ Company ”), and
Frederick (Rick) Weidinger (“ Executive
”).
WHEREAS, the Company and
Executive are parties to that certain Executive Employment
Agreement with Stock Purchase and Stock Option Provisions, dated as
of October 22, 2007 (the “ Original Agreement
”):
WHEREAS, the Board of
Directors of the Company has adjusted its strategic goals since the
date of the Original Agreement and has resolved to amend the terms
of the Original Agreement consistent therewith; and
WHEREAS, the Company and
Executive desire to set forth herein the terms and conditions of
their agreements and understandings with respect to the
foregoing.
NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as
follows:
I. Definitions
. Capitalized terms used but not defined herein shall have the
meanings given such terms in the Original Agreement.
II. Amendment to
Original Agreement . The Original Agreement shall be
amended as follows: Appendix I to the Original Agreement is hereby
deleted in its entirety and replaced with the Appendix I attached
to this Amendment.
III. No
Conflict . To the extent that any provision of this
Amendment conflicts with or differs from any provision of the
Original Agreement, such provisions of this Amendment shall prevail
and govern for all purposes and in all respects.
IV. Entire
Agreement . The Original Agreement, as amended herein,
those documents expressly referred to therein and the other
documents of even date with the Original Agreement (a) embody
the complete agreement and understanding among the parties and
(b) supersede and preempt any prior understandings, agreements
or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any
way.
V. No Additional
Changes . Except as modified hereby, the Original Agreement
and its terms and provisions are hereby ratified and confirmed for
all purposes and in all respects. All references to the
“Agreement” contained in the Original Agreement shall
for all purposes be deemed to refer to the Original Agreement as
amended by this Amendment.
VI. Headings .
The headings of this Amendment are for convenience of drafting only
and shall
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